A mutual abandonment, cancellation or rescission must be clearly expressed; and in the absence

of express or implied terms, can be deduced from the conduct of parties. 1 A novation,
modification or revocation (rescission) of the contract cannot be effected unilaterally by one
party;2 it requires the consent of all the parties.3

This section requires an agreement, which necessarily implies consideration; 4 it does not require
any further consideration for validity of the substituted contract than putting an end to the mutual
obligations under the original contract.5 A release from an existing obligation is good
consideration for a promise to undertake a fresh obligation, 6 whether the obligation is 'to do
something in futuro , or is an obligation to pay a debt already due, or is an obligation to pay
compensation for the breach of a contract'. Although obligations in futuro may be sufficiently
repudiated by one party with the assent of the other party, this principle is not applicable to rights
in property.7

The UNIDROIT Principles provide that a contract can be modified or terminated;8

1i) in accordance with its terms; or

1ii) by agreement; or
1iii) as otherwise provided in the Principles.

1 AIR 1960 Punj 549

2 AIR 1957 Punj 140 (alteration); AIR 1958 Ker 195 (cancellation).

3 AIR 1925 PC 232; AIR 1966 Ker 303.

4 AIR 1953 Cal 642.

5 AIR 1943 PC 147; AIR 1957 Pat 408

6 (1935) ILR 63 Cal 194.

7 AIR 1915 Mad 137.

8 UNIDROIT Principles, art 1.3.

Apart from these provisions, a mistaken party to the contract may be prevented from avoiding
the contract if the other party declares itself willing to perform or actually performs the contract
as it was understood by the mistaken party. The mistaken party then loses the right of avoiding
the contract, and the contract stands adapted.